THIS EMPLOYMENT AGREEMENT(this “Agreement”) is made and entered into by and betweenMEDNAX SERVICES, INC., a
Florida corporation (“Employer”), andROGER
J. MEDEL, M.D.(“Employee”)
effective as of the 7th day of August, 2011 (the “Effective Date”).

RECITALS

WHEREAS, Employer is presently engaged in “Employer’s
Business” as defined on Exhibit A hereto;

WHEREAS, Employee is a founder of Employer and currently
serves as Chief Executive Officer of Employer pursuant to an Employment
Agreement effective as of August 20, 2008 (the “Prior Employment
Agreement”);

WHEREAS, Employer and Employee desire to replace the Prior
Employment Agreement with this Agreement effective as stated above and set
forth herein the terms and conditions of Employee’s employment with Employer
following termination of the Prior Employment Agreement; and

WHEREAS, in order to induce Employee to enter into this
Agreement on the terms and conditions set forth herein (including an increase
in compensation over what was provided under the Prior Employment Agreement),
and not disclose its trade secrets and Confidential Information in connection
with Employee’s employment by Employer and provide incentive compensation
during the term of this Agreement, Employee hereby agrees to be bound by the
terms of this Agreement, including the arbitration, non-competition and related
restrictive covenants set forth herein.

NOW, THEREFORE, in consideration of the
premises and mutual covenants set forth herein, the parties agree as follows:

1. Employment.

1.1.Employment
and Term. Employer hereby agrees to employ Employee and Employee hereby
agrees to serve Employer on the terms and conditions set forth herein for a
“Term” that commences on the Effective Date and continues for a period of seven
(7) years through August 7, 2018, unless sooner terminated in
accordance with the provisions of Section 4. In this Agreement, the term
“Employment Period” shall refer to the period of time beginning on the
Effective Date and ending on the earlier of the expiration of the Term or such earlier
date as the employment of Employee is terminated pursuant to the provisions of
Section 4 of this Agreement. Employer and Employee agree that the Prior
Employment Agreement shall terminate and be of no further force and effect as
of the Effective Date.

1.2.Duties
of Employee. During the Employment Period, Employee shall serve as Chief
Executive Officer of Employer and of Mednax, Inc., a Florida corporation and
parent corporation of Employer (“Mednax”), and perform such duties as are
customary to the positions Employee holds or as may be reasonably assigned to
Employee during the term of this Agreement by the Board of Directors of Mednax
(“Employee’s Supervisor” or the “Mednax Board”)provided,that such duties as assigned shall
be customary to Employee’s role as an executive officer of Employer and Mednax.
Employee’s employment shall be full-time and as such Employee agrees to devote
substantially all of Employee’s

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attention and professional time to the business and
affairs of Employer and Mednax. During the Employment Period, Employer shall
promote the proficiency of Employee by, among other things, providing Employee
with Confidential Information, specialized professional development programs,
and information regarding the organization, administration and operation of
Employer and Mednax. During the Employment Period, Employee agrees that Employee
will not, without the prior written consent of Mednax (which consent shall not
be unreasonably withheld), serve as a director on a
corporate board of directors or in any other similar capacity for any
institution other than Mednax. Employee may continue to serve as a director on
any corporate board of directors on which he serves as of the Effective Date,
and he may continue to serve in any other similar capacity in which he serves
as of the Effective Date for any institution. During the Employment Period, it
shall not be a violation of this Agreement to (i) serve on other civic or
charitable boards or committees, or (ii) deliver lectures, fulfill
speaking engagements or teach at educational institutions, so long as such
activities do not interfere with the performance of Employee’s responsibilities
as an employee of Employer and Mednax in accordance with this Agreement,
including the restrictions of Section 8 hereof.

1.3.PlaceofPerformance. Employee
shall be based at Employer’s offices located in Sunrise, Florida, except for
required travel relating to Employer’s Business.

2. Base Salary and Performance Bonus.

2.1.Base
Salary. Employee shall be paid an annual base salary of $1,000,000.00 (the
“Base Salary”) beginning August 7, 2011 and continuing during the
Employment Period, payable in installments consistent with Employer’s customary
payroll schedule and subject to applicable withholding for taxes and Employee
directed withholdings. The Compensation Committee of the

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Mednax Board (the “Compensation Committee”) shall review the amount of
Employee’s Base Salary on an annual basis no later than ninety (90) days
after the beginning of Employer’s fiscal year. During the term of the
Agreement, the Compensation Committee may approve increases to Employee’s Base
Salary, which will then become the Base Salary for purposes of this Agreement.

2.2.Performance
Bonus. During the Employment Period, Employee shall be eligible for an
annual bonus (the “Performance Bonus”) in accordance with incentive programs
approved or revised during the term of this Agreement by the Compensation
Committee, which programs shall contemplate a target bonus payment of at least
One Hundred Fifty Percent (150%) up to a maximum bonus opportunity of
Three Hundred Percent (300%) of Employee’s Base Salary upon the
fulfillment of reasonable performance objectives set by the Compensation
Committee. The Compensation Committee may adjust the target and maximum bonus
at its discretion during the term of this Agreement but not below the levels
set forth in the preceding sentence. Each Performance Bonus shall be paid in
the calendar year immediately following the calendar year in which it is earned
as soon as practicable after the audited financial statements for Employer for
the year for which the bonus is earned have been released; provided, however,
that if calculation of Employee’s Performance Bonus within such time is not
administratively practicable due to events beyond the control of Employer, then
Employer may delay payment of the Performance Bonus provided that the payment
is made during the first taxable year of Employee in which the calculation of
the amount of the payment is administratively practicable.

3. Benefits.

3.1.Expense
Reimbursement. Employer shall promptly reimburse Employee for all
out-of-pocket expenses reasonably incurred by Employee during the Employment
Period on behalf of or in connection with Employer’s

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Business pursuant to the reimbursement standards
and guidelines of Employer in effect or changed during the term of this
Agreement. Employee shall account for such expenses and submit reasonable
supporting documentation to Employer in accordance with Employer’s policies in
effect during the term of this Agreement.

3.2.Employee
Benefits. During the Employment Period, Employee shall be entitled to
participate in such health, welfare, disability, stock purchase, retirement
savings and other fringe benefit plans and programs as may be established and
maintained by Employer, including any changes to such benefits, to the extent
that such plans and programs are applicable to other similarly situated
employees of Employer and subject to the provisions of such plans and programs.

3.3.Leave
Time. During the Employment Period, Employer shall allow Employee thirty
eight (38) days of paid time off each year for vacation, illness, injury,
personal days or other similar purposes in accordance with Employer’s policies
in effect or revised during the term of this Agreement (prorated for periods of
less than a calendar year). Any paid time off not used during each calendar
year may be carried over into the next year to the extent permitted by
Employer’s policies in effect or revised during the term of this Agreement.

3.4.Incentive
Compensation Plan. During the Employment Period, Employee shall be eligible
to participate in Mednax’s incentive compensation plans that provide for the
issuance of stock options, restricted stock and other awards to its employees.
Employee’s stock based award each year shall be determined by the Compensation
Committee based on Employee’s performance and Mednax’s performance during the
immediately preceding year and shall be consistent with the Compensation
Committee’s determination of Employee’s stock based award in prior years. The
terms of any award to Employee and Employee’s rights and interest in any such
award shall be controlled by this

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Agreement, the award agreement and appropriate incentive compensation
plans. Employee acknowledges that this Section 3 is sufficient
consideration for Employee to enter into this agreement, including the
restrictive covenants set forth in Section 8 below.

3.5.Personal
Use of Corporate Aircraft.Corporate
aircraft, whether outright or leased by Mednax (including any subsidiary of
Mednax), jointly with another person or entity, or by fractional interest, may
be used by Employee during the Employment Period for personal matters;provided, however,(i) the aircraft is not being
used, nor during the period Employee has requested use for personal matters
will it be needed for use, by Employer for business-related matters, as
Employer shall have priority over Employee’s personal use; and (ii) Employee’s
personal use of the aircraft does not exceed a total of ninety-five
(95) hours of flight in any calendar year without the advance approval of
the Compensation Committee. Such personal use of the aircraft by Employee shall
be treated as imputed income to Employee in accordance with rules and
regulations of the Internal Revenue Code of 1986, as amended.

3.6.Legal
Fees. Employer shall reimburse Employee for the reasonable legal fees and
expenses incurred by Employee in connection with the review and negotiation of
this Agreement and the related Restricted Shares Units Agreement. Employer
shall also reimburse Employee for all reasonable legal fees and expenses that
Employee may incur in connection with performance of his duties during the Term
of this Agreement. All reimbursements described in this paragraph shall be made
promptly after demand is made by Employee and Employee’s provision to the
Employer of reasonably satisfactory evidence of such fees and expenses, but no
later than the last day of the calendar year following the calendar year in
which Employee incurs such fees and expenses.

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4. Termination.

4.1.Termination
for Cause. Employer may terminate Employee’s employment under this
Agreement for Cause. As used in this Agreement, the term “Cause” shall mean the
occurrence of any of (i) Employee’s engagement in (A) willful
misconduct resulting in material harm to Mednax. or Employer, or (B) gross
negligence; (ii) Employee’s conviction of, or pleading nolo contendere to,
a felony or any other crime involving fraud, financial misconduct, or
misappropriation of Employer’s assets; (iii) Employee’s willful and
continual failure, after written notice from Employee’s Supervisor to
(A) perform substantially his employment duties consistent with his
position and authority, or (B) follow, consistent with Employee’s
position, duties, and authorities, the reasonable lawful mandates of Employee’s
Supervisor; or (iv) Employee’s breach of Section 8 of this Agreement.
No act or omission shall be deemed willful or grossly negligent for purposes of
this definition if taken or omitted to be taken by Employee in a good faith
belief that such act or omission to act was in the best interests of the
Employer or Mednax or if done at the express direction of the Mednax Board.The termination date for a
termination of Employee’s employment under this Agreement pursuant to this
Section 4.1 shall be the date specified by Employer in a written notice to
Employee of finding of Cause, which may not be retroactive. Upon termination of
Employee’s employment under this Agreement pursuant to Section 4.1,
Employee shall be entitled to compensation in accordance with and subject to,
the provisions of Section 5.1 hereof.

4.2.Disability.
Upon the Disability (as defined below) of Employee, Employee shall be entitled
to compensation and/or benefits in accordance with, and subject to, the
provisions of Section 5.2 hereof. In addition, Employee’s employment under
this Agreement shall terminate automatically upon the Disability of Employee.
Notwithstanding the automatic termination of Employee’s employment under the
preceding sentence, benefits under this Section 4.2 shall be based on
Employee’s Disability, and not on Employee’s

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termination, and Employee shall not be entitled to
any termination benefits under this Agreement. Subject to the requirements of
applicable law, Employee shall be deemed to have a “Disability” for purposes of
this Agreement in the event that Employee (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months, or (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not
less than three (3) months under an accident and health plan covering
employees of Employer.

4.3.Death.
Employee’s employment under this Agreement shall terminate automatically upon
the death of Employee, without any requirement of notice by Employer to
Employee’s estate. The date of Employee’s death shall be the termination date
of Employee’s employment under this Agreement pursuant to this
Section 4.3. Upon any termination of Employee’s employment under this
Agreement pursuant to this Section 4.3, Employee shall be entitled to the
compensation specified in Section 5.3 hereof.

4.4.Termination
by Employer Without Cause. Employer may terminate
Employee’s employment without Cause by giving Employee written notice of such
termination. The termination date shall be the date specified by Employer in
such notice, which shall not be less than ninety (90) days from the date
of written notice to Employee. Upon any termination of Employee’s employment
under this Agreement pursuant to this Section 4.4, Employee shall be
entitled to compensation and/or benefits in accordance with, and subject to,
the provisions of Section 5.4 hereof.

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4.5.Termination
by Employee Due to Poor Health. Employee may terminate Employee’s
employment under this Agreement upon written notice to Employer if Employee’s
health should become impaired to any extent that makes the continued
performance of Employee’s duties under this Agreement hazardous to Employee’s
physical or mental health or Employee’s life (regardless of whether such
condition would be deemed a Disability under any other Section of this
Agreement),providedthat Employee shall have furnished
Employer with a written statement from a qualified doctor to that effect, andprovided furtherthat, at Employer’s written request
and expense, Employee shall submit to a medical examination by an independent
qualified physician selected by Employer and acceptable to Employee (which
acceptance shall not be unreasonably withheld), which doctor shall
substantially concur with the conclusions of Employee’s doctor. The termination
date shall be ninety (90) days from Employer’s receipt of such notice.
Upon any termination of Employee’s employment under this Agreement pursuant to
this Section 4.5, Employee shall be entitled to compensation and/or
benefits in accordance with, and subject to, the provisions of Section 5.5
hereof.

4.6.Termination
by Employee. Employee may terminate Employee’s employment under this Agreement
for any reason whatsoever upon not less than ninety (90) days prior
written notice to Employer. Upon receipt of such notice from Employee, Employer
may, at its option, require Employee to terminate employment at any time in
advance of the expiration of such ninety (90) day period. The termination
date under this Section 4.6 shall be the date specified by Employer, but
in no event more than ninety (90) days after Employer’s receipt of notice
from Employee as contemplated by this Section 4.6. Upon any termination of
Employee’s employment under this Agreement pursuant to this Section 4.6,
Employee shall be entitled to compensation and/or benefits in accordance with,
and subject to, the provisions of Section 5.6 hereof.

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4.7.Termination
by Employee for Good Reason.Employee
may terminate Employee’s employment under this Agreement for Good Reason. For
purposes of this Section, “Good Reason” shall mean the occurrence of any of the
following:

(a) a material
diminution in the Employee’s Base Salary or Performance Bonus eligibility;

(b) a material
diminution in the Employee’s authority, duties, or responsibilities;

(c) a material diminution in the authority,
duties or responsibilities of the supervisor to whom the Employee is required
to report, including a requirement that the Employee report to a corporate
officer or employee instead of reporting directly to the Mednax Board;

(d) a material
diminution in the budget over which the Employee retains authority;

(e) a material change in
the geographic location at which the Employee must perform the services under
this Agreement; or

(f) any other action or
inaction that constitutes a material breach by the Employer under this
Agreement.

For purposes hereof, “Good Reason” shall not be deemed to exist unless
the Employee provides the Employer with written notice of the existence of such
condition within ninety (90) days after the initial existence of the
condition and the Employer fails to remedy the condition within thirty
(30) days after its receipt of such notice.

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Notice of the condition shall include the proposed termination date of
Employee’s employment under this Agreement, which must be ninety (90) days
from the date of the notice. If Employer fails to remedy the condition,
Employer may, at its option, require Employee to terminate employment at any
time in advance of the expiration of such ninety (90) day period. The
termination date under this Section 4.7 shall be the date specified by
Employer, but in no event more than ninety (90) days after Employer’s
receipt of notice from Employee as contemplated by this Section 4.7. If
Employee terminates Employee’s employment under this Agreement pursuant to this
Section 4.7, then Employee shall be entitled to compensation and/or
benefits in accordance with, and subject to, the provisions of Section 5.7
hereof.

4.8.Termination
of Employee in Connection With Change in Control of Employer.In the event that Employer terminates
Employee’s employment without Cause in accordance with Section 4.4, or
Employee terminates Employee’s employment for Good Reason in accordance with
Section 4.7, and in either case the termination occurs within twenty four
(24) months following a Change of Control of Mednax (as defined below),
then in lieu of the compensation and/or benefits that Employee would otherwise
be entitled to under Section 5.4 or Section 5.7, Employee shall be
entitled to the compensation and/or benefits in accordance with, and subject
to, the provisions of Section 5.8. For purposes of this Agreement, “Change
in Control” of Mednax shall mean (i) the acquisition by a person or an
entity or a group of persons and entities, directly or indirectly, of more than
fifty (50%) percent of Mednax common stock in a single transaction or a
series of transactions (hereinafter referred to as a “50% Change in Control”);
(ii) a merger or other form of corporate reorganization of Mednax
resulting in an actual orde
facto50% Change in

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Control; or (iii) the failure of Applicable Directors (defined
below) to constitute a majority of the Mednax Board during any two
(2) consecutive year period commencing on or after January 1, 2012
(the “Two-Year Period”). “Applicable Directors” shall mean those individuals
who are members of the Board at the inception of a Two-Year Period and any new
director whose election to the Board or nomination for election to the Board
was approved (prior to any vote thereon by the shareholders) by a vote of at
least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the Two-Year Period at issue or whose election
or nomination for election during such Two-Year Period was previously approved
as provided in this sentence.

5. Compensation and Benefits Upon
Termination or Disability.

5.1.Cause.
If Employee’s employment is terminated for Cause, Employer shall pay Employee’s
Base Salary through the termination date specified in Section 4.1 at the
rate in effect at the termination date. Upon payment of such amount, plus any
amounts as may be due under Section 5.10 below, Employer shall have no
further obligation to Employee under this Agreement, other than any benefits to
which Employee is entitled under Section 5.13 below.

5.2.Disability.
In the event of Employee’s Disability, Employer shall continue to pay
Employee’s monthly Base Salary for a period of twelve (12) months
following the date of Employee’s Disability, plus any amount due under
Sections 5.10 and 5.11 hereof. Amounts payable under this
Section 5.2 are not intended to be in lieu of benefits under any long-term
disability plan. Employer may maintain and revise during the term of this
Agreement, and Employee’s entitlement to benefits under such plan, if any,
shall be determined solely by the plan’s terms.

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5.3.Death.
Upon Employee’s death during the Employment Period, Employer shall pay to the
person or entity designated by Employee in a notice filed with Employer or, if
no person is designated, to Employee’s estate any unpaid amounts of Base Salary
to the date of Employee’s death, plus any amounts as may be due under Sections
5.10 and 5.11 below. Any payments Employee’s spouse, beneficiaries or estate
may be entitled to receive pursuant to any pension plan, employee welfare
benefit plan, life insurance policy, or similar plan or policy then maintained
by Employer shall be determined and paid in accordance with the written
instruments governing the respective plans and policies. In the event of
Employee’s death during the Employment Period, Employer shall notify Employee’s
designee or estate of the stock awards held by Employee and the procedures
pursuant to which all vested stock options may be exercised and other stock
awards may be realized under the terms applicable to such awards.

5.4.Termination
by Employer Without Cause. If Employer terminates
Employee’s employment in accordance with Section 4.4, then Employer shall
pay Employee’s Base Salary through the termination date specified in
Section 4.4 at the rate in effect at such termination date, plus any
amount due under Sections 5.10 and 5.11 hereof. In addition, Employee will
continue to receive the same Base Salary payment in effect on such termination
date for a period of twenty four (24) months following termination date
under the same conditions, less normal and standard deductions under federal
and state laws. Employee will also receive on the first and second
anniversaries of such termination date a payment equal to the greater of:

(a) Employee’s most recent performance bonus paid
prior to such termination date, or

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(b) The average of his earned performance bonus
(expressed as a percentage of Base Salary) for the previous three years
preceding such termination date, multiplied by his Base Salary at time of
termination

5.5.Termination
by Employee Due to Poor Health.If
Employee terminates employment under this Agreement pursuant to
Section 4.5 hereof, Employer shall pay to Employee any unpaid amounts of
Base Salary to the termination date specified in Section 4.5, plus any
disability payments otherwise payable by or pursuant to plans provided by
Employer, plus any amounts as may be due under Section 5.10 and 5.11
hereof.

5.6.Termination
by Employee. If Employee’s employment under this Agreement terminates
pursuant to Section 4.6 hereof, Employer shall pay to Employee any unpaid
amounts of Base Salary to the termination date specified in Section 4.6,
plus any amounts as may be due under Section 5.10 and 5.11 below. In the
event that the termination date specified by Employer is less than ninety
(90) days after the date of Employer’s receipt of notice as contemplated
by Section 4.6, then Employer shall continue Employee’s Base Salary for a
period of days equal to ninety (90) minus the number of days from
Employee’s notice to the termination date.

In addition, if Employee gives Employer
sufficient notice in accordance with Section 4.6 and executes, and does
not revoke, a general release of claims pursuant to Section 5.18 of this
Agreement, Employer shall pay Employee a bonus calculated in accordance with
Section 5.11 hereof.

5.7.Termination
by Employee for Good Reason.If
Employee’s employment under this Agreement is terminated in accordance with
Section 4.7, then Employer shall pay Employee’s Base Salary through the
termination date

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specified pursuant to Section 4.7 at the rate in effect at such
termination date, plus any amounts as may be due under Sections 5.10 and
5.11 hereof. In addition, Employee will continue to receive the same Base
Salary payment in effect on such termination date for a period of twenty four
(24) months following termination date under the same conditions, less
normal and standard deductions under federal and state laws. Employee will also
receive on the first and second anniversaries of such termination date a
payment equal to the greater of:

(a) Employee’s most recent performance bonus paid
prior to such termination date, or

(b) The average of his earned performance bonus
(expressed as a percentage of Base Salary) for the previous three years
preceding such termination date, multiplied by his Base Salary at time of
termination

5.8.Termination
of Employee in Connection With Change in Control of Employer.If Employee’s employment under this Agreement
is terminated in accordance with Section 4.8, then Employer shall pay
Employee’s Base Salary through the termination date specified pursuant to
Section 4.8 at the rate in effect at such termination date, plus any
amounts as may be due under Section 5.10 hereof. In addition, Employee
will receive the following severance payments from Employer:

(a) Continuation of the same Base Salary in
effect at such termination date for a period of thirty six (36) months
with payments under the same conditions, less normal and standard deductions
under federal and state laws.

(b) Within 90 days following such termination
date, Employee will receive a lump sum payment in an amount equal to three
times the greater of (1)

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his most recent performance bonus paid prior to such
termination date, or (2) the average of his earned performance bonus
(expressed as a percentage of Base Salary) for the three years preceding such
termination date, multiplied by his Base Salary at time of termination.

5.9.Reduction
of Parachute Payments.

(a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by Employer to or for the benefit of Employee (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise) (a “Payment”) would (i) constitute a “parachute
payment” within the meaning of Section 280G of the Internal Revenue Code
of 1986, as amended, and (ii) be subject to the excise tax imposed by
Section 4999 of the Code, or any successor provisions thereto, including
any corresponding provision of any subsequent Internal Revenue Code, as the
same may be amended from time to time, (the “Excise Tax”), then such
Payment shall be reduced to the Reduced Amount (as defined below).

(b) The “Reduced Amount” shall be the largest
portion of the Payment that would result in no portion of the Payment being
subject to the Excise Tax; provided, however, if the entire Payment, after
taking into account all applicable federal, state and local employment taxes,
income taxes, and the Excise Tax (all computed at the highest applicable
marginal rate), results in Employee’s receipt, on an after-tax basis, of an
amount greater than the Reduced Amount, then Employee shall receive the entire
Payment in lieu of the Reduced Amount. If a reduction in payments or benefits
constituting “parachute payments” is necessary so that the Payment equals the
Reduced Amount, unless otherwise determined by Employer no later than two
(2) days prior to the termination date set forth in the notice of
termination given pursuant to Section 4.4 or Section

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4.7, as applicable, the reduction shall occur in the manner that results
in the greatest economic benefit to Employee as determined in this paragraph.
If more than one method of reduction will result in the same economic benefit,
the portions of the Payment shall be reduced pro rata.

(c) All determinations required to be made under
this Section 5.9, including whether a Payment shall be reduced to the Reduced
Amount, and the assumptions to be utilized in arriving at such determination,
shall be made by a “Big Four” accounting firm (the “Accounting Firm”) or other
qualified professional firm as selected and agreed to by Employee and the
Mednax Board of Directors;provided,that the Accounting Firm shall not
also be Mednax’s independent auditor. The Employer shall bear all expenses with
respect to the determinations by the Accounting Firm required to be made
hereunder.

(d) The Accounting Firm shall provide its
calculations, together with detailed supporting documentation, to Employer and
Employee within fifteen (15) business days after the date on which
Employee’s right to a Payment is triggered (if requested at that time by
Employer or Employee) or such other time as requested by Employer or Employee.
If the Accounting Firm determines that no Excise Tax is payable with respect to
a Payment, either before or after the application of the Reduced Amount, it
shall furnish Employer and Employee with an opinion reasonably acceptable to
Employer and Employee that no Excise Tax will be imposed with respect to such
Payment. Any good faith determinations of the Accounting Firm made hereunder
shall be final, binding and conclusive upon Employer and Employee.

5.10.Expense
Reimbursement.Employee shall
be entitled to reimbursement for reasonable business expenses incurred prior to
the termination date, subject, however to the provisions of Section 3.1.
Such reimbursement shall be made at the times and in accordance with Employer’s
normal procedures for reimbursements.

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5.11.Performance
Bonus. In the situations described in Sections 5.2, 5.3, 5.4, 5.5, 5.6 and
5.7 upon termination of Employee’s employment under this Agreement, Employee
shall be paid a bonus with respect to Employer’s fiscal year in which the
termination date occurs, equal to the Performance Bonus, if any, that would
have been payable to Employee for the fiscal year if Employee’s employment had
not been terminated, multiplied by the number of days in the fiscal year prior
to and including the date of termination and divided by three hundred
sixty-five (365). Any amount payable under this Section 5.11 shall be paid
to Employee when Employer pays performance bonuses to its eligible employees,
which shall be in the calendar year following the termination date of this
Agreement.

5.12.Employment
Transition and Severance Agreement.If
Employer so requests within five business days following a termination of
Employee’s employment under this Agreement pursuant to Section 4.2, 4.4,
4.5, or 4.7, Employee shall continue to be employed by Employer on a part time
basis for a period (the “Transition Period”) to be determined by Employer that
shall not exceed ninety (90) days, unless extended by mutual agreement.
During the Transition Period, Employee shall perform (to the extent reasonably
capable in the case of a termination pursuant to Section 4.2 or
Section 4.5) such services as may reasonably be required for the
transition to others of matters previously within Employee’s responsibilities.
Unless otherwise mutually agreed, Employee will not be required to serve more
than five (5) days per month during the Transition Period. For services
during the Transition Period, Employee shall be compensated at a daily rate
equal to his Base Salary immediately preceding the termination of this
Agreement divided by 365.

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5.13.Continuation
of Group Health Coverage.

(a) Extended Coverage in the Event of Reduction
of Employee’s Hours of Employment. In the event that a reduction of hours of
Employee’s employment would otherwise cause a loss of group health coverage as
an employee and such loss would entitle Employee and his eligible dependents to
elect health care continuation coverage under Section 601et seq. of the Employee
Retirement Income Security Act of 1974, 29 U.S.C. § 1161,et seq.(“COBRA”), Employee and his eligible
dependents will be entitled to the following. Except as provided in
Section 5.13(d), or 5.13(e) below, Employee and his eligible dependents
will be entitled to elect (for the duration of Employee’s employment by
Employer) to continue to participate in any self-insured group health plan
sponsored by Employer for its employees on the same basis as regular, full-time
employees of Employer and their eligible dependents. As a condition of
eligibility to elect extended coverage of health care benefits under this
Section 5.13(a), Employee and his eligible dependents must first
irrevocably decline any continuation coverage provided pursuant to COBRA.
Employee and each of his eligible dependents shall have an independent
opportunity to decline COBRA coverage in favor of extended coverage under this
Section 5.12(a), and the election or nonelection by Employee and/or any of
his eligible dependents shall not effect the eligibility of the others to elect
coverage under this Section 5.13(a).

(b) Transition Periods. Except as provided in
Section 5.13(d) or 5.13(e) below, Employee and his eligible dependents
will be entitled, during any Transition Period, to continue to participate in
any self-insured, group health plan sponsored by Employer for its employees on
the same basis as regular, full-time employees of Employer and their eligible
dependents.

19

(c) Alternate Extended Coverage. Except as
provided in Section 5.13(d) or 5.13(e) below, upon Employee’s termination
of employment for any reason, Employee (if living) and his eligible dependents
will be entitled to elect (for a period of five (5) years following the
later of the Employee’s termination date or the end of the Transition Period)
to continue to participate in any self-insured group health plan sponsored by
Employer for its employees on the same basis as regular, full-time employees of
Employer and their eligible dependents. As a condition of eligibility to elect
the alternate extended coverage of health care benefits under this Section 5.13(c),
Employee and his eligible dependents must first irrevocably decline any
continuation coverage provided pursuant to COBRA. Employee and each of his
eligible dependents shall have an independent opportunity to decline COBRA
coverage in favor of the alternate extended coverage under this
Section 5.13(c), and the election or nonelection by Employee and/or any of
his eligible dependents shall not affect the eligibility of the others to elect
coverage under this Section 5.13(c).

(d) Payment for Coverage. Employee will pay the
full cost of any continued group health coverage provided under
Section 5.13(a), 5.13(b), or 5.13(c), which is understood to be equal to
the “applicable premium” as determined under Section 604 of the Employee
Retirement Income Security Act of 1974, 29 U.S.C. § 1164.

(e) Employer Option to Provide Insurance. In its
sole discretion, Employer may provide health care insurance to Employee and his
eligible dependents through an insurance carrier(s) selected by Employer in
lieu of providing the coverage described in Section 5.13(a), 5.13(b), or
5.13(c) above, provided the coverage afforded by such insurance is
substantially comparable to coverage under Section 5.13(a), 5.13(b), and
5.13(c) above.

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Employee shall pay the cost of such insurance up to the amount that
would have been paid by Employee under Section 5.13(d) above. Employer
shall pay the excess cost, if any.

(f) Indemnification for Income Tax. Employer and
Employee do not contemplate that the provision of benefits under this
Section 5.13 will occasion any imputed income to Employee under
Section 105(h) of the Internal Revenue Code of 1986, 26 U.S.C. § 105(h),
for purposes of income taxes but, if it does, Employer agrees to indemnify
Employee from and against any income taxes imposed under Section 105(h) as
a consequence of such imputed income.

5.14.Vesting
of Incentive Awards.Notwithstanding
any contrary provision in this Agreement or any Stock Option or Incentive
Compensation Plan then maintained by Mednax or Employer, (i) all stock
options, stock appreciation rights, restricted stock, and other stock-based
awards granted to Employee by Mednax or Employer (as the predecessor to Mednax)
prior to termination of this Agreement shall continue to vest until fully
vested following a termination of Employee’s employment pursuant to
Section 4.2, 4.3, 4.4, 4.5, and 4.7, and (ii) in the event of a
Change in Control of Mednax, all unvested stock options, stock appreciation
rights, restricted stock, and other stock-based awards granted to Employee by
Mednax or Employer (as the predecessor to Mednax) shall automatically vest and,
in the cases of stock options and stock appreciation rights, become immediately
exercisable. This Section 5.14 shall not apply to the Restricted Share
Units Agreements entered into between Employee and Employer on August 20,
2008, and on August 7, 2011.

5.15.Period
for Exercising Stock Options After Termination.Except as to incentive stock
options granted in accordance with Section 422 of the Internal Revenue
Code, Employee shall be allowed a period of the greater of (i) twenty-four

21

(24) months after termination of Employee under this Agreement or
(ii) twelve months from the applicable vesting date during which to
exercise any vested options to purchase Mednax’s common stock or vested stock
appreciation rights and realize any other vested incentive compensation awards
that may be granted or made under any equity compensation or incentive
compensation plan or arrangement of Mednax (or the Employer as the predecessor
to Mednax); provided, however, that in no event shall the period during which
Employee may exercise any vested stock option or vested stock appreciation
right be extended pursuant to this Section 5.15 to a date that is later
than the earlier of (i) the latest date upon which the stock right could
have expired by its original terms under any circumstances or (ii) the
tenth anniversary of the original date of grant of the stock right. In all
other respects, the terms of the applicable equity compensation plan shall
control the terms and conditions of any awards made pursuant thereto.

5.16.Assistant
and Office.Upon Employee’s
termination of employment for any reason, Employer will reimburse Employee for
lease payments incurred by Employee in leasing an office in such location as
Employee and Employer shall mutually agree, and for reasonable wages paid by
Employee to an administrative assistant, in each case on a continuing basis
reasonably comparable to that provided to Employee currently, until the date that
is two (2) years from the date of termination.

5.17.Compliance
with Section 409A.

(a) General. It is the
intention of both Employer and Employee that the benefits and rights to which
Employee could be entitled in connection with termination of employment comply
with Section 409A of the Code and the Treasury Regulations and other guidance
promulgated or issued thereunder (“Section 409A”), and the provisions of this
Agreement shall be construed in a manner consistent with that intention. If
Employee or

22

Employer believes, at any time, that any such benefit or right does not
so comply, it shall promptly advise the other and shall negotiate reasonably
and in good faith to amend the terms of such benefits and rights such that they
comply with Section 409A of the Code (with the most limited possible
economic effect on Employee and on Employer).

(b) Distributions on Account of Separation from
Service. If and to the extent required to comply with Section 409A, no
payment or benefit required to be paid under this Agreement on account of
termination of Employee’s employment shall be made unless and until Employee
incurs a “separation from service”, within the meaning of Section 409A.

(c) 6-Month Delay for Specified Employees.

(i) If Employee is a “specified employee”, then
no payment or benefit that is payable on account of Employee’s “separation from
service”, as that term is defined for purposes of Section 409A, shall be
made before the date that is six months after Employee’s “separation from
service” (or, if earlier, the date of Employee’s death) if and to the extent
that such payment or benefit constitutes deferred compensation (or may be
nonqualified deferred compensation) under Section 409A and such deferral
is required to comply with the requirements of Section 409A. Any payment
or benefit delayed by reason of the prior sentence shall be paid out or
provided in a single lump sum at the end of such required delay period in order
to catch up to the original payment schedule.

(ii) For purposes of this provision, Employee
shall be considered to be a “specified employee” if, at the time of his or her

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separation from service, Employee is a “key employee”, within the
meaning of Section 416(i) of the Code, of Employer (or any person or
entity with whom Employer would be considered a single employer under
Section 414(b) or Section 414(c) of the Code) any stock in which is
publicly traded on an established securities market or otherwise.

(iii) Unless otherwise required to comply with
Section 409A, a payment or benefit shall not be deferred pursuant to this
provision if:

(x) it is not made on
account of Employee’s “separation from service”,

(y) it is required to be paid no later than
within 21/2 months after the end
of the taxable year of Employee in which the payment or benefit is no longer
subject to a “substantial risk of forfeiture”, as that term is defined for
purposes of Section 409A, or

(z) the payment satisfies the following
requirements: (A) it is being paid or provided due to Employer’s
termination of Employee’s employment without Cause or Employee’s termination of
employment for Good Reason, (B) it does not exceed two times the lesser of
(1) Employee’s annualized compensation from Employer for the calendar year
prior to the calendar year in which the termination of Employee’s employment
occurs, and (2) the maximum amount of compensation that may be taken into
account under a qualified

24

plan pursuant to Section 401(a)(17) of the Code
for the year in which Employee’s employment terminates, and (C) the
payment is required under this Agreement to be paid no later than the last day
of the second calendar year following the calendar year in which Employee
incurs a “separation from service.

(d) No Acceleration of Payments. Neither Employer
nor Employee, individually or in combination, may accelerate any payment or
benefit that is subject to Section 409A, except in compliance with
Section 409A and the provisions of this Agreement, and no amount shall be
paid prior to the earliest date on which it may be paid without violating
Section 409A.

(e) Treatment of Each Installment as a Separate
Payment. For purposes of applying the provisions of Section 409A to this
Agreement, each separately identified amount to which Employee is entitled
under this Agreement shall be treated as a separate payment. In addition, to
the extent permissible under Section 409A, any series of installment
payments under this Agreement shall be treated as a right to a series of
separate payments.

(f) Reimbursements and In-Kind Benefits.

(i) Any reimbursements by Employer to Employee of
any eligible expenses pursuant to Section 3.1 or 5.10 of this Agreement, that are not excludible from Employee’s income for Federal
income tax purposes (“Taxable Reimbursements”) shall be made on or before the
last day of the taxable year of Employee following the year in which the
expense was incurred.

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(ii) The amount of any Taxable Reimbursements and
the value of any in-kind benefits to be provided to Employee under this
Agreement during any taxable year of Employee shall not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
taxable year of Employee.

(iii) The right to Taxable Reimbursements, or
in-kind benefits, shall not be subject to liquidation or exchange for another
benefit.

5.18.Release.The Employer shall provide the
Employee with a general release in the form attached as Exhibit B (subject to
such modifications as the Employer may reasonably request) within seven
(7) days after the Employee’s termination date. Payments or benefits
to which the Employee may be entitled pursuant to this Article 5 (other than
any accrued but unpaid Base Salary and employee benefits as of the end of the
Employment Period) (the “Severance Amounts”) shall be conditioned upon the
Employee executing the general release within 21 days after receiving it from
the Employer and the general release becoming irrevocable upon the expiration
of 7 days following the Employee’s execution of it. Payment of the Severance
Amounts shall be suspended during the period (the “Suspension Period”) that
begins on the Employee’s termination date and ends on the date (“Suspension
Termination Date”) that is thirty-five (35) days after the Employee’s
termination date; provided, however, that this suspension shall not apply, and
the Employer shall be required to provide, any continued health insurance
coverage that would be required under Article 5.12 hereof during the Suspension
Period. If the Employee executes the general release and the general release
becomes irrevocable by no later than the Suspension Termination Date, then
payment of any Severance Amounts that were suspended pursuant to this provision
shall be made in the first payroll period that follows the Suspension
Termination Date, and any Severance Amounts that are payable after the
Suspension Termination Date shall be paid at the times provided in Article 5.

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6. Successors; Binding Agreement.

6.1.Successors.
Mednax shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) acquiring a majority of Mednax’s voting
common stock or any other successor to all or substantially all of the business
and/or assets of Mednax to expressly assume and agree to perform and cause
Employer to perform this Agreement in the same manner and to the same extent
that Mednax or Employer would be required to perform it if no such succession
had taken place and Employee hereby consents to any such assignment. This
Section shall not limit Employee’s ability to terminate his employment under
this Agreement in the circumstances described in Section 4.8 in the event
of a Change in Control of Mednax.

6.2.Benefit.
This Agreement and all rights of Employee under this Agreement shall inure to
the benefit of and be enforceable by Employee’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Employee should die after the termination date and
amounts would have been payable to Employee under this Agreement if Employee
had continued to live, including under Section 5 hereof, then such amounts
shall be paid to Employee’s devisee, legatee, or other designee or, if there is
no such designee, Employee’s estate.

7. Conflicts with Prior Employment Contract.Except as otherwise provided in this
Agreement, this Agreement constitutes the entire agreement among the parties
pertaining to the subject matter hereof, and supersedes and revokes any and all
prior or existing agreements, written or oral, relating to the subject matter
hereof, and this Agreement shall be solely determinative of the subject matter
hereof.

(a) Employer and Employee acknowledge and agree
that a strong relationship and connection exists between Employer and its
current and prospective patients, referral sources, and customers as well as
the hospitals and healthcare facilities at which it provides professional
services. Employer and Employee further acknowledge and agree that the
restrictive covenants described in this Section are designed to enforce, and
are ancillary to or part of, the promises contained in this Agreement and are
reasonably necessary to protect the legitimate interests of Employer in the
following: (i) the use and disclosure of the Confidential Information as
described in Section 8.4; and (ii) the professional development
activities described in Section 1.2. The foregoing listing is by way of
example only and shall not be construed to be an exclusive or exhaustive list
of such interests. Employee acknowledges that the restrictive covenants set
forth below are of significant value to Employer and were a material inducement
to Employer in agreeing to the terms of this Agreement. Employee further
acknowledges that the goodwill and other proprietary interest of Employer will
suffer irreparable and continuing damage in the event Employee enters into
competition with Employer in violation of this Section.

Therefore, Employee agrees that, except with
respect to services performed under this Agreement on behalf of Employer,
Employee shall not

28

(without the consent of Employee’s Supervisor, which consent may be
granted or withheld in the sole discretion of Employee’s Supervisor), at any
time during the Restricted Period (as defined below) for any reason, for
Employee or on behalf of any other person, persons, firm, partnership,
corporation or employer, participate or engage in or own an interest in,
directly or indirectly, any individual proprietorship, partnership,
corporation, joint venture, trust or other form of business entity, whether as
an individual proprietor, partner, joint venturer, officer, director, member,
employee, consultant, independent contractor, stockholder, lender, landlord,
finder, agent, broker, trustee, or in any manner whatsoever, if such entity or
its affiliates is engaged in, directly or indirectly, “Employer’s Business,” as
defined on Exhibit A hereto. Employee acknowledges that, as of the date hereof,
Employee’s responsibilities will include matters affecting the businesses of
Employer listed on Exhibit A.

(b)Medical
Services in Florida.Employee
acknowledges that Employee’s duties under this Agreement have included
Employee’s active leadership relating to medical practices owned or operated by
Employer and by an affiliate of Employer in the State of Florida. Employee further
acknowledges that Employer and Employer’s affiliates in Florida have a
substantial investment in such medical practices and that Employer and
Employer’s affiliates would be economically injured due to lost income in a
material amount in the event Employee competes with Employer or any of
Employer’s affiliates in their primary market areas in Florida. Accordingly,
Employee agrees that Employee shall not (without the consent of Employee’s
Supervisor, which consent may be granted or withheld in the sole discretion of
Employee’s Supervisor), at any time during the Restricted Period, for any
reason, for Employee or on behalf of any other person, persons, firm,
partnership, corporation or employer, provide professional medical services in
any of the clinical practice areas described as

29

Employer’s Business on Exhibit A within a radius of twenty
(20) miles of a medical practice owned or operated by Employer or any of
Employer’s affiliates in Florida.

For purposes of this Section 8, the
“Restricted Period” shall mean the Employment Period plus (i) twenty-four
(24) months in the event this Agreement is terminated pursuant to
Section 4.4, 4.7 or 4.8, or (ii) twelve (12) months in the event
this Agreement is terminated for any other reason.

8.2.No
Hire. Employee further agrees that Employee shall not (without the consent
of Employee’s Supervisor, which consent may be granted or withheld in the sole
discretion of Employee’s Supervisor), at any time during the Restricted Period,
for any reason, for Employee or on behalf of any other person, persons, firm,
partnership, corporation or employer, employ, or knowingly permit any company
or business directly or indirectly controlled by Employee to employ or
otherwise engage (a) any person who is a then current employee or
independent contractor of Employer or one of its affiliates, or (b) any
person who was an employee or independent contractor of Employer or one of its
affiliates in the prior six (6) month period, or in any manner seek to
induce such persons to leave his or her employment or engagement with Employer
or one of its affiliates (including without limitation for or on behalf of a
subsequent employer of Employee). Notwithstanding the foregoing, it shall not
be a violation of this Section for Employee to participate in any capacity in a
business venture after termination of this Agreement with a current or former
employee or independent contractor of Employer or its affiliates if
(i) Employee’s participation in such business venture does not violate
Section 8.1, (ii) Employee and such individual were actively pursuing
such business venture for a period of at least six (6) months while both
were employed or otherwise engaged by Employer, and (iii) a period of at
least one (1) year has elapsed since the termination of Employee’s
employment. Additionally, it shall not be a violation of this Section

30

for Employee to hire one of his administrative
assistants at the time of his termination for the purposes of Section 5.16
of this Agreement, or for any other purpose.

8.3.Non-solicitation.Employee further agrees that
Employee shall not (without the consent of Employee’s Supervisor, which consent
may be granted or withheld in the sole discretion of Employee’s Supervisor), at
any time during the Restricted Period, for any reason, for Employee or on
behalf of any other person, persons, firm, partnership, corporation or
employer, solicit or accept business from or take any action that would
interfere with, diminish or impair the valuable relationships that Employer or
its affiliates have with (i) hospitals or other health care facilities
with which Employer or its affiliates have contracts to render professional
services or otherwise have established relationships, (ii) patients,
(iii) referral sources, (iv) vendors, (v) any other clients of
Employer or its affiliates, or (vi) prospective hospitals, patients,
referral sources, vendors or clients whose business Employee was aware that
Employer or any affiliate of Employer was in the process of soliciting at the
time of Employee’s termination (including potential acquisition targets).

8.4.Confidential
Information. At all times during the term of this Agreement, Employer shall
provide Employee with access to “Confidential Information.” As used in this
Agreement, the term “Confidential Information” means any and all confidential,
proprietary or trade secret information, whether disclosed, directly or
indirectly, verbally, in writing or by any other means in tangible or
intangible form, including that which is conceived or developed by Employee,
applicable to or in any way related to: (i) patients with whom Employer
has a physician/patient relationship; (ii) the present or future business
of Employer; or (iii) the research and development of Employer. Without
limiting the generality of the foregoing, Confidential Information includes:
(a) the development and operation of Employer’s medical practices,
including

31

information relating to budgeting, staffing needs, marketing, research,
hospital relationships, equipment capabilities, and other information
concerning such facilities and operations and specifically including the
procedures and business plans developed by Employer for use at the hospitals
where Employer conducts its business; (b) contractual arrangements between
Employer and insurers or managed care associations or other payors;
(c) the databases of Employer; (d) the clinical and research
protocols of Employer, including coding guidelines; (e) the referral
sources of Employer; and (f) other confidential information of Employer
that is not generally known to the public that gives Employer the opportunity
to obtain an advantage over competitors who do not know or use it, including
the names, addresses, telephone numbers or special needs of any of its
patients, its patient lists, its marketing methods and related data, lists or
other written records used in Employer’s business, compensation paid to
employees and other terms of employment, accounting ledgers and financial
statements, contracts and licenses, business systems, business plan and
projections, and computer programs. The parties agree that, as between them,
this Confidential Information constitutes important, material, and confidential
trade secrets that affect the successful conduct of Employer’s business and its
goodwill. Employer acknowledges that the Confidential Information specifically
enumerated above is special and unique information and is not information that
would be considered a part of the general knowledge and skill Employee has or
might otherwise obtain.

Notwithstanding the foregoing, Confidential
Information shall not include any information that (i) was known by
Employee from a third party source before disclosure by or on behalf of
Employer, (ii) becomes available to Employee from a source other than
Employer that is not, to Employee’s knowledge, bound by a duty of
confidentiality to Employer, (iii) becomes generally available or known in
the industry other than as a result of its disclosure by Employee, or
(iv) has been independently developed by Employee and may be disclosed by
Employee without breach of this Agreement,provided,in each case, that Employee shall bear
the burden of demonstrating that the information falls under one of the
above-described exceptions.

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Employee agrees that, except as required in the
performance of Employee’s duties as an employee of Employer, Employee will not
at any time (without the consent of Employee’s Supervisor, which consent may be
granted or withheld in the sole discretion of Employee’s Supervisor), whether
during or subsequent to the term of Employee’s employment with Employer, in any
fashion, form or manner, unless specifically consented to in writing by
Employer, either directly or indirectly, use or divulge, disclose, or communicate
to any person, firm or corporation, in any manner whatsoever, any Confidential
Information of any kind, nature, or description, subject to applicable law. In
the event that Employee is requested or ordered to disclose any Confidential
Information, whether in a legal or a regulatory proceeding or otherwise,
Employee shall provide Employer with prompt written notice of such request or
order so that Employer may seek to prevent disclosure or, if that cannot be
achieved, the entry of a protective order or other appropriate protective
device or procedure in order to assure, to the extent practicable, compliance
with the provisions of this Agreement. In the case of any disclosure required
by law, Employee shall disclose only that portion of the Confidential
Information that Employee is ordered to disclose in a legally binding subpoena,
demand or similar order issued pursuant to a legal or regulatory proceeding.

All Confidential Information, and all equipment,
notebooks, documents, memoranda, reports, files, samples, books,
correspondence, lists, other written and graphic records, in any media
(including electronic or video) containing Confidential Information or relating
to the business of Employer, which Employee shall prepare, use, construct,
observe, possess, or control shall be and remain Employer’s sole property
(collectively “Employer Property”). Upon termination or expiration of this
Agreement, or earlier upon Employer’s request, Employee shall promptly deliver
to Employer all Employer Property, retaining none.

33

8.5.Ownership
of Work Product.Employee
agrees and acknowledges that all copyrights, patents, trade secrets,
trademarks, service marks, or other intellectual property or proprietary rights
associated with any ideas, concepts, techniques, inventions, processes, or
works of authorship developed or created by Employee during the course of
performing work for Employer and any other work product conceived, created,
designed, developed or contributed by Employee during the term of this
Agreement that relates in any way to Employer’s Business (collectively, the
“Work Product”), shall belong exclusively to Employer and shall, to the extent
possible, be considered a work made for hire within the meaning of Title 17 of
the United States Code. To the extent the Work Product may not be considered a
work made for hire owned exclusively by Employer, Employee hereby assigns to
Employer all right, title, and interest worldwide in and to such Work Product
at the time of its creation, without any requirement of further consideration.
Upon request of Employer, Employee shall take such further actions and execute
such further documents as Employer may deem necessary or desirable to further
the purposes of this Agreement, including without limitation separate
assignments of all right, title, and interest in and to all rights of copyright
and all right, title, and interest in and to any inventions or patents and any
reissues or extensions which may be granted therefor, and in and to any
improvements, additions to, or modifications thereto, which Employee may
acquire by invention or otherwise, the same to be held and enjoyed by Employer
for its own use and benefit, and for the use and benefit of Employer’s successors
and assigns, as fully and as entirely as the same might be held by Employee had
this assignment not been made.

34

8.6.Clearance
Procedure for Proprietary Rights Not Claimed by Employer.In the event that Employee wishes to
create or develop,other thanon Employer’s time or using Employer’s
resources, anything that may be considered Work Product but of which Employee
believes Employee should be entitled to the personal benefit, Employee agrees
to follow the clearance procedure set forth in this Section 8.6. Before
beginning any such work, Employee agrees to give Employer advance written
notice and provide Employer with a sufficiently detailed written description of
the work under consideration for Employer to make a determination regarding the
work. Unless otherwise agreed in a writing signed by Employer prior to receipt,
Employer shall have no obligation of confidentiality with respect to such
request or description. Employer will determine in its sole discretion, within
thirty (30) days after Employee has fully disclosed such plans to
Employer, whether rights in such work will be claimed by Employer. If Employer
determines that it does not claim rights in such work, Employer agrees to so
notify Employee in writing and Employee may retain ownership of the work to the
extent that such work has been expressly disclosed to Employer. If Employer
fails to so notify Employee within such thirty (30) day period, then
Employer shall be deemed to have agreed that such work is not considered Work
Product for purposes of this Agreement. Employee agrees to submit for further
review any significant improvement, modification, or adaptation that could
reasonably be related to Employer’s Business so that it can be determined by
Employer whether the improvement, modification, or adaptation relates to the
business or interests of Employer. Clearance under this procedure does not
relieve Employee of the restrictive covenants set forth in this Section 8.

8.7.Non-Disparagement
and Medical Malpractice Cases.Employer
agrees that for a period of ten (10) years after the termination of this
Agreement, Employer shall not disparage Employee or otherwise impugn Employee’s
name or reputation. Employee agrees that for a period of ten (10) years
after the

35

termination of this Agreement, Employee shall not (i) disparage
Employer or any of Employer’s affiliates (including any present, future or
former agent, attorney, employee, officer or director of Employer or any of
Employer’s affiliates); (ii) impugn in any manner the name or reputation
of Employer or any of Employer’s affiliates (including any present, future or
former agent, attorney, employee, officer or director of Employer or any of
Employer’s affiliates); or (iii) speak or write anything disparaging or
critical of Employee’s work conditions or the circumstances of the termination
of Employee’s employment with Employer. Furthermore, for a period of ten
(10) years after the termination of this Agreement, Employee shall not
serve as a medical consultant or expert witness for any person or entity
(including any attorney for such person or entity) in any lawsuit or other
proceeding against Employer or any Related Person (as hereinafter defined). For
purposes of this Section 8.7, each of the following is a Related Person:
(a) every present, future and former affiliate of Employer; (b) every
present, future and former agent, employee, officer and director of Employer or
any affiliate of Employer; and (c) every hospital at which professionals
affiliated with Employer have provided services at any time material to the
lawsuit or other proceeding.

8.8.Review
by Employee.Employee has
carefully read and considered the terms and provisions of this Section 8,
and having done so, agrees that the restrictions set forth in this
Section 8 are fair and reasonably required for the protection of the
interests of Employer. Without limiting other possible remedies available to
Employer, Employee agrees that injunctive or other equitable relief will be
available to enforce the covenants set forth in this Section, such relief to be
without the necessity of posting a bond. In the event that, notwithstanding the
foregoing, any part of the covenants set forth in this Section 8 shall be
held to be invalid, overbroad, or unenforceable by an arbitration panel or a
court of competent jurisdiction, the parties hereto agree that such invalid,
overbroad, or unenforceable provision(s) may be modified or severed from this
Agreement

36

without, in any manner, affecting the remaining portions
of this Section 8 (all of which shall remain in full force and effect). In
the event that any provision of this Section 8 related to time period or
areas of restriction shall be declared by an arbitration panel or a court of competent
jurisdiction to exceed the maximum time period, area or activities such
arbitration panel or court deems reasonable and enforceable, said time period
or areas of restriction shall be deemed modified to the minimum extent
necessary to make the geographic or temporal restrictions or activities
reasonable and enforceable.

8.9.Survival
and Termination of Payments and Benefits.The
provisions of this Section 8 shall survive the termination of this
Agreement and Employee’s employment with Employer. If Employee fails to comply
fully with any provision of this Section 8, Employee shall not be entitled
to receive any further payments or benefits of any kind under Section 5 of
this Agreement (other than Base Salary through date of termination and any
amounts and/or benefits due under Section 5.9, 5.10, or 5.13 hereof) and
Employer shall have the right to terminate without advance notice any and all
other future payments and benefits of every kind that otherwise would be due
under Section 5 of this Agreement. The provisions of this Section 8
are expressly intended to benefit and be enforceable by other affiliated
entities of Employer, who are express third party beneficiaries hereof.
Employee shall not assist others in engaging in any of the activities described
in the foregoing restrictive covenants.

9. Arbitration.Any controversy or claim arising out of or relating to this
Agreement, or any alleged breach hereof shall be finally determined by binding
arbitration before a three member panel, consisting of one member selected by
each party hereto, with the third member selected by the first two arbitrators.
Each party hereto shall bear the costs of its own nominee, and shall share
equally the cost of the third arbitrator and the parties agree that the costs
of arbitration shall not be subject to reapportionment by the arbitration
panel. The arbitration proceedings shall be held in

37

Sunrise, Florida, unless otherwise mutually
agreed by the parties, and shall be conducted in accordance with the Employment
Arbitration Rules and Mediation Procedures of the American Arbitration
Association then in effect and any judgment or award rendered by the
arbitration panel may be entered and enforced by any court having jurisdiction
thereof. Notwithstanding anything herein to the contrary, if Employer shall
require immediate injunctive relief, then Employer shall be entitled to seek
such relief in any court having jurisdiction, and if Employer elects to do so,
Employee hereby consents to the jurisdiction of the state and federal courts
sitting in the State of Florida and to the applicable service of process.
Employee hereby waives and agrees not to assert, to the fullest extent
permitted by applicable law, any claim that (i) Employee is not subject to
the jurisdiction of such courts, (ii) Employee is immune from any legal
process issued by such courts and (iii) any litigation or other proceeding
commenced in such courts is brought in an inconvenient forum. Any such
arbitration shall be treated as confidential by all parties thereto, except as
otherwise provided by law or as otherwise necessary to enforce any judgment or
order issued by the arbitrators.

10. Governing Law.This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to its conflict
of laws principles to the extent that such principles would require the
application of laws other than the laws of the State of Florida.

11. Notices.Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when
delivered by hand or when deposited in the United States mail by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:

If to Employer:

If to Employee:

Mednax Services, Inc.

Roger J. Medel, M.D.

1301 Concord Terrace

c/o Mednax Services, Inc.

Sunrise, FL 33323

1301 Concord Terrace

Attention: General Counsel

Sunrise, FL 33323

38

or to such other addresses
as either party hereto may require to give proper notice to the other in the
aforesaid manner.

12. Benefits: Binding Effect.This Agreement shall be for the benefit of and binding upon
the parties hereto and their respective heirs, personal representatives, legal
representatives, successors and, where applicable, assigns. Notwithstanding the
foregoing, Employee may not assign the rights or benefits hereunder without the
prior written consent of Employer.

13. Severability.The invalidity of any one or more of the
words, phrases, sentences, clauses or Sections contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement
or any part thereof.

14. Waivers.The waiver by either
party hereto of a breach or violation of any term or provision of this
Agreement shall not operate nor be construed as a waiver of any subsequent
breach or violation.

15. Damages.Nothing contained herein
shall be construed to prevent Employer or Employee from seeking and recovering
from the other damages sustained by either or both of them as a result of a
breach of any term or provision of this Agreement. In the event of any
controversy or claim arising out of or relating to this Agreement, each party
will bear its own costs for arbitration or court and attorneys’ fees.

39

16. No Third Party
Beneficiary.Except as provided in
Section 8.9, nothing expressed or implied in this Agreement is intended,
or shall be construed, to confer upon or give any person (other than the
parties hereto and, in the case of Employee, Employee’s heirs, personal
representative(s) and/or legal representative) any rights or remedies under or
by reason of this Agreement. No agreements or representations, oral or
otherwise, express or implied, have been made by either party with respect to
the subject matter of this Agreement which agreements or representations are
not set forth expressly in this Agreement, and this Agreement supersedes any
other agreement between Employer and Employee.

17. Headings.The section headings in
this Agreement are solely for convenience of reference and form no part of this
Agreement.

INWITNESS
WHEREOF, the undersigned have executed this Agreement as of the date first
above written.

EMPLOYER:

EMPLOYEE:

MEDNAX SERVICES, INC.

By:

/s/ Michael
B. Fernandez

/s/ Roger J.
Medel, M.D.

Michael B. Fernandez

Roger J. Medel, M.D.

Chairman, Compensation
Committee

40

EXHIBIT A

BUSINESS OF EMPLOYER

As of the date hereof, Employer, directly or
through its affiliates, provides professional medical services and all aspects
of practice management services in medical practice areas that include, but are
not limited to, the following (collectively referred to herein as “Employer’s
Business”):

(1) Neonatology, including hospital well baby care;

(2) Maternal-Fetal Medicine, including general obstetrics services;

(3) Pediatric Cardiology;

(4) Pediatric Intensive Care, including Pediatric Hospitalist Care;

(5) Anesthesiology; and

(6) Newborn hearing screening services;

References to Employer’s Business in this
Agreement shall include such other medical service lines, practice management
services and other businesses entered into by Employer after the date hereof
but during the term of this Agreement;provided,that to be considered a part of
Employer’s Business, Employer must have engaged in such other service line,
practice management service or other business at least six (6) months
prior to the termination date of this Agreement. For purposes of this Exhibit
A, businesses of Employer shall include the businesses conducted by Employer’s
subsidiaries, entities under common control and affiliates as defined under
Rule 144 of the Securities Act of 1933, as amended. Such affiliates shall
include the professional corporations and associations whose operating results
are consolidated with Employer for financial reporting purposes.

1

Notwithstanding the
foregoing, Employer acknowledges and agrees to the following exceptions and
clarifications regarding the scope of Employer’s Business.

A.Practice
Management Services.Employer
acknowledges that, as of the date hereof, Employer’s Business relates to the
delivery of both professional and practice management services in the forgoing
practice areas. Therefore, as of the date hereof, Employer acknowledges that it
would not be a violation of Section 8.1 of the Agreement for Employee to
provide services to a practice management company (such as a billing company or
management services organization (MSO)) if such practice management company is
not owned by, affiliated with (as defined under Rule 144 of the Securities Act
of 1933, as amended) or under common control with a health care provider that
provides services in the medical services areas included in Employer’s
Business. Subject to paragraph C below, the provisions of this paragraph shall
not apply to the extent that, after the date hereof, Employer enters into a
business that involves the delivery of practice management services to
unrelated third parties.

B.Hospital
Services.Employer and
Employee acknowledge that, as of the date hereof, Employer does not currently
operate hospitals, hospital systems or universities. Nevertheless, the
businesses of hospitals, hospital systems and universities would be the same as
Employer’s Business where such hospitals, hospital systems or universities
provide some or all of the medical services included in Employer’s Business.
Therefore, the parties desire to clarify their intent with respect to the
limitations on Employee’s ability to work for a hospital, hospital system or
university after termination of this Agreement. Section 8.1 shall not be
deemed to restrict Employee’s ability to work for a hospital, hospital system
or university if the hospital, hospital system or university does not provide
any of the medical services included in Employer’s Business. Furthermore, even
if a hospital, hospital system or university provides medical services that are
included in Employer’s Business,

2

Employee may work for such hospital, hospital
system or university if (i) Employee has no direct supervisory
responsibility for or involvement in the hospital’s,
hospital system’s or university’s medical services that are Employer’s
Business, and (ii) Employee would not otherwise violate
Section 8.1(b). Finally, Employer agrees that Employee may hold direct
supervisory responsibility for or be involved in the medical services of a
hospital, hospital system or university that are included in Employer’s
Business so long as such hospital, hospital system or university is located at
least ten (10) miles from a medical practice owned or operated by Employer
or its affiliate. Subject to paragraph C below, the provisions of this
paragraph shall not apply to the extent that, after the date hereof, Employer
enters into the business of operating a hospital or health system.

C.DeMinimus
Exception.Employer agrees
that a medical service line (other than those listed in items 1 through 5
above), practice management service or other business entered into by Employer
shall not be considered to be a part of Employer’s Business if such medical
service line, practice management service or other business constitutes less
than Fifteen Million Dollars ($15,000,000) of Employer’s annual revenues.

D.Certain
Ownership Interests.It shall
not be deemed to be a violation of Section 8.1 for Employee to:
(i) own, directly or indirectly, five percent (5%) or less of a
publicly-traded entity; or (ii) own, directly or indirectly, less than
five percent (5%) of a privately-held business or company, if Employee is
at all times a passive investor with no board representation, management
authority or other special rights to control operations of such business.

3

EXHIBIT B

FORM OF RELEASE

AGREEMENT OF GENERAL
RELEASE

This Agreement of General Release (“General
Release”) is hereby made and entered into
between
(“Employer”) and ROGER J. MEDEL, M.D. (“Employee”) to be effective as set forth
in Section 8 below.

1. Employee, for himself and his family, heirs,
executors, administrators, legal representatives and their respective
successors and assigns, in exchange for the consideration to be provided
pursuant to Section 5 of the Employment Agreement entered into by and
between Employee and Mednax Services, Inc. (“Employer”). effective as of August
, 2011, and as thereafter amended, (the “Employment
Agreement”) hereby gives up, releases, and discharges Mednax, Inc. “Mednax”),
its subsidiaries, affiliated companies, successors and assigns, and its current
and former directors, officers, employees, shareholders and agents in such
capacities (collectively with Mednax, Inc, the “Released Parties”) from any and
all rights and claims that Employee may have against the Released Parties as of
the effective date of this Agreement arising from or in connection with
Employee’s employment or termination of employment with Employer, including
without limitation any and all rights and claims to or for attorneys’ fees,
whether or not Employee presently is aware of such rights or claims or suspects
them to exist. These rights and claims include, but are not limited to, any and
all rights and claims which Employee may have under, or arising out of, the Age
Discrimination in Employment Act of 1967, as amended (the “ADEA”); the
Americans with Disabilities Act of 1990, as amended; the Family and Medical
Leave Act; Title VII of the Civil Rights Act of 1964, as amended; and any other
federal, state or local constitution, statute, ordinance, executive order, or
common law.

2. Notwithstanding anything in Paragraph 1 above
to the contrary, this General Release shall not apply to (i) any actions
to enforce rights to receive any

1

payments or benefits which may be due Employee
pursuant to Section 5 of the Employment Agreement, or under any of
Employer’s employee benefit plans; (ii) any rights or claims that may
arise as a result of events occurring after the date this General Release is
signed by Employee, (iii) any indemnification rights Employee may have as
a former officer or director of Mednax or its subsidiaries or affiliated
companies, (iv) any claims for benefits under any directors’ and officers’
liability policy maintained by Mednax or its subsidiaries or affiliated
companies in accordance with the terms of such policy, and (v) any rights
Employee may have as a holder of equity securities of Mednax .

3. Employee represents that he has not filed
against the Released Parties any complaints, charges, or lawsuits arising out
of his employment, termination of employment, or any other matter arising on or
prior to the date Employee signed this General Release, and covenants and
agrees that he will never individually or with any person or entity file, or
commence the filing of, any charge, lawsuit, complaint or proceeding with any
governmental agency, or against the Released Parties with respect to any of the
matters released by Employee pursuant to Paragraph 1 hereof (a “Proceeding”);provided,however, Employee retains the
right to commence a Proceeding to challenge whether Employee knowingly and
voluntarily waived his rights under ADEA.

4. Employee hereby shall have twenty-one
(21) days to sign this General Release, but he may knowingly and
voluntarily waive that twenty-one (21) day period by signing this General
Release earlier. Employee shall have seven (7) days following the date on
which he signs this General Release within which he may revoke it by providing
a written notice of his revocation to Employer.

5. This General Release will be governed by and
construed and enforced in accordance with the internal laws of the State of
Florida applicable to contracts made and to be performed entirely within such
State.

2

6. Employee acknowledges
that he has read this General Release, that he has been advised to consult with
an attorney before he signs this General Release, and that he understands all
of its terms and signs it voluntarily and with full knowledge of its
significance and the consequences thereof.

7. If any provision of this General Release, or
any part thereof, is determined to be invalid or unenforceable by a court
having jurisdiction in the matter, all of the remaining provisions and parts of
this General Release shall remain fully enforceable.

8. This General Release shall take effect on the
eighth day following Employee’s signing it unless Employee’s written revocation
is delivered to Employer within seven (7) days after Employee signs this
General Release, in which case this General Release shall be null and void and
of no legal effect.